[Form 4] Prairie Operating Co. Insider Trading Activity

Rhea-AI Filing Summary

Stephen Lee, a director of Prairie Operating Co. (PROP), reported grants of restricted stock units (RSUs). On 08/13/2025 he was granted 38,860 RSUs under the company's 2024 Amended & Restated Long-Term Incentive Plan that vest in full on June 4, 2026, and 62,500 RSUs that vest ratably in three annual installments beginning March 26, 2026. Each RSU represents a contingent right to receive one share of Common Stock upon vesting. Following these grants, Mr. Lee is shown as beneficially owning 47,715 shares after the first grant line and 110,215 shares after the second grant line per the Form 4 reporting format. The Form 4 is signed by Stephen Lee on 08/15/2025.

Positive

• Reported grants are explicit: 38,860 RSUs vesting June 4, 2026 and 62,500 RSUs vesting ratably beginning March 26, 2026.
• Each RSU equals one share upon vesting: The filing states each RSU represents a contingent right to one share of Common Stock.

Negative

• Potential dilution: Up to 101,360 RSUs granted could convert to common shares upon vesting, increasing outstanding share count.
• No cash consideration reported: Transaction price listed as $0, indicating these are compensation awards rather than purchases.

Insights

Corporate Governance Expert

TL;DR: Director received time‑based equity awards that vest over 1–~11 months and multi‑year schedule, increasing future share issuance.

The Form 4 documents two RSU grants to Director Stephen Lee under the 2024 LTIP: 38,860 RSUs vesting in full on June 4, 2026, and 62,500 RSUs vesting ratably over three annual installments beginning March 26, 2026. These are standard time‑based long‑term incentive awards that create contingent rights to one share per RSU upon vesting. The filing shows the post‑grant beneficial ownership tallies reported by the registrant. For governance review, these awards increase potential future dilution when they vest and convert to shares, and they reflect compensation for director service as recorded in Section 16 reporting.

Securities Analyst

TL;DR: Material for insider activity tracking; grants change potential share count when vested but no cash proceeds were received.

The transaction codes indicate acquisitions (A) of RSUs with a reported price of $0, consistent with equity grants rather than market purchases. The Form 4 reports the number of RSUs and the reported beneficial ownership figures of 47,715 and 110,215 following each grant line. There is no derivative or option exercise activity disclosed. Investors monitoring insider holdings should note the timelines: one large tranche vests June 4, 2026; the larger tranche vests in three installments starting March 26, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lee Stephen

(Last) (First) (Middle)

55 WAUGH DRIVE

SUITE 400

(Street)

HOUSTON TX 77007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Prairie Operating Co. [ PROP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2025		A		38,860(1)	A	$0	47,715	D
Common Stock	08/13/2025		A		62,500(2)	A	$0	110,215	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted under the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (as amended, the "LTIP"). Each RSU represents a contingent right to receive, upon vesting, one share of common stock, par value $0.01 per share, of Prairie Operating Co. ("Common Stock"). The 38,860 RSUs reported on this Form 4 will vest in full on June 4, 2026.

2. Represents RSUs granted under the LTIP. Each RSU represents a contingent right to receive, upon vesting, one share of Common Stock. The 62,500 RSUs reported on this Form 4 will vest ratably in three annual installments beginning on March 26, 2026.

	/s/ Stephen Lee	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What RSU grants did Stephen Lee report on PROP Form 4?

He reported grants of 38,860 RSUs (vesting in full on June 4, 2026) and 62,500 RSUs (vesting ratably in three annual installments beginning March 26, 2026).

Do the reported RSUs convert to shares and at what price?

Yes. Each RSU represents a contingent right to receive one share of Prairie Operating Co. Common Stock upon vesting. The reported transaction price is $0.

How many shares does the Form 4 show as beneficially owned after the grants?

The filing lists beneficial ownership amounts of 47,715 shares following the first reported RSU grant line and 110,215 shares following the second reported RSU grant line.

When was the Form 4 signed by the reporting person?

The Form 4 is signed by Stephen Lee on 08/15/2025.

Were any derivative securities or option exercises reported?

No. Table II for derivative securities contains no entries; only non‑derivative RSU grants are disclosed in Table I.